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Terms of Reference (ToR) for NRC
This Terms of Reference for Nomination and Remuneration Committee ("Terms of Reference") outlines the manner in which the Nomination and Remuneration Committee assists the Board in discharging its statutory and other responsibilities of overseeing the selection and assessment of directors, which include assessing the candidature of directors, appointment of directors to Board Committees, reviewing of Board's performance, effectiveness, succession plans, training programmes for the Board; and determining the remuneration of directors and employee benefit structure, and annual incentive scheme. The Terms of Reference adopts the principles of good corporate governance and is designed to maximize the Company's compliance with best practice requirements.
The Terms of Reference
The Board shall establish a Committee of the Board to be known as the Nomination and Remuneration Committee.
The role of the Committee is to support and advise the Board in exercising its authority in relation to the matters set out in this Terms of Reference. The Committee is accountable to the Board for its performance.
Many of the principles and procedures recorded in this Terms of Reference are expressed in a flexible and non-exhaustive manner and may be further amended from time to time.
The Committee members shall be appointed by the Board from amongst the Directors of the Company and shall comprise exclusively of Non-Executive Directors, a majority of whom are independent. The Committee shall consist of at least three (3) members.
The Chairman of the Committee shall be an Independent Non-Executive Director nominated by the Board. In the absence of the Chairman of the Committee in a meeting, the remaining members present shall elect one of their members as the Chairman of the meeting.
The Company Secretary or his/her appointed nominee shall act as the Secretary of the Committee.
The quorum for the Committee meetings shall be a minimum of two (2) members.
- The proceedings and meetings of the Committee shall be governed by the provisions contained in the Memorandum & Articles of Association of the Company for regulating the meetings and proceedings of the Directors unless otherwise provided in this Terms of Reference.
- The Committee shall meet at least once a year or at such other times as the Chairman of the Committee deemed necessary.
- The Committee members may attend meetings in person or by electronic means.
- Only members of the Committee have the right to attend the Committee meetings. However, any person may be invited to attend for all or any part of the Committee meeting, as and when the Chairman considers as appropriate and necessary.
- The Secretary is responsible for coordination of administrative details including calling for the meetings at the request of the Chairman, voting and keeping of minutes.
- The notice of meeting, agenda, minutes and meeting papers shall be forwarded to each member of the Committee and any persons that may be required to attend via electronic mail, facsimile, hand delivery or courier service. At least seven (7) calendar days' notice of meeting shall be given to members of the Committee present in Malaysia.
- Agenda, minutes and meeting papers will be made available to any Director upon request to the Secretary, providing no conflict of interest exists.
- The decision of the Committee shall be by a majority of votes from the members present at the meeting. In case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
- The Committee, through its Chairman, shall report all findings and recommendations to the Board at the next regular meeting of the Board following the convening of the Committee meeting.
- The Committee shall produce a report to be included in the Company's annual report about its activities in accordance with the Listing Requirements and/or the Code.
- Decision making can be carried through a resolution in writing signed by a majority of the members of the Committee.
The Committee shall have the following authorities as empowered by the Board:-
- To investigate any activity or state of affairs within its Terms of Reference;
- To seek any information it requires from any employees of the Group in order to perform its duties; and
- To obtain, at the Company's expense, any outside legal or other professional advice or recruitment agency on any matters within its Terms of Reference including the advice of independent remuneration consultants, to secure the attendance of the external advisers at its meeting if it considers necessary, and to obtain reliable, up-to-date information about remuneration in other companies, provided always that the terms of engagement of such professionals be first approved by the Board; and
- To commission any report or survey which it deems necessary to help it fulfil its obligations.
Duties and Responsibilities
The duties and responsibilities of the Committee shall be in accordance with the Listing Requirements and/or any other obligations as set out by regulators and further shall include but not limited to the following:-
- Board Composition and Succession Planning
- To review the Board structure, tenure, size and composition, and make recommendations to the Board with regard to any adjustments that are deemed necessary to ensure appropriate Board balance and giving full consideration to succession planning for Directors; and
- To review annually the Board's mix of skills, knowledge and experience and other qualities, including core competencies which non-executive directors should bring to the Board; independence; and diversity (including gender diversity) required to meet the needs of the Company.
- Appointments to the Board and Board Committees
- To be responsible, having evaluated the balance of skills, experience and other qualities on the Board, for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise, giving full consideration to succession planning;
- To consider the effectiveness of the Board as a whole, after the assessment of performance of the individual Directors, aud make recommendations of the appropriate candidates for directorships including those proposed by the MD and within the bounds of practicability, by any other Senior Management or any Director or Shareholder;
- In identifying suitable candidates, the Committee shall consider candidates from a wide range of backgrounds. The criteria used in assessment of new candidates before recommend to the Board shall include but not limited to:-
- Skills and competency;
- Knowledge and expertise;
- Regional and industry experience;
- Academic and professional qualifications;
- Background, race, gender, age and nationality;
- High personal and professional ethics, integrity and values;
- Ability to devote the required amount of time to carry out the duties and responsibilities of Board membership;
- Not a bankrupt and has business stability to devote significant time, energy and resources;
- Other directorship; and
- In the case of candidates for the position of Independent Non-Executive Director, the Committee should also evaluate the candidates' ability to discharge responsibilities / functions as expected from Independent Non-Executive Director.
- The determination as to who shall be appointed to the Board shall be the responsibility of the Board as a whole after considering the recommendation from the Committee;
- To recommend to the Board, directors to fill the seats on Board committees;
- To recommend to the Board for any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provisions of the law and their service contract; and
- Lead the succession planning and appointment of Board members including future chairman, MD and CEO.
- Assessment of Terms of Office and Performance
- To assess annually the performance and effectiveness of the Board as a whole, the Committee and the individual Director of the Board;
- To review the term of office and performance of the ARMC and each of its members annually to determine whether such committee and its members have carried out their duties in accordance with their terms of reference;
- To ensure that each Director and/or the Senior Management has the character, experience, integrity, competency and time to discharge his I her role, as the case may be; and
- To assess annually the independence of Directors to ensure that the Independent Non-Executive Directors can continue to bring independent and objective judgement to Board's deliberations.
- Rotation and Retirement of Directors
To recommend to the Board for the re-election by Shareholders of any Director under the 'retirement by rotation' provisions in the Company's Articles of Association and if necessary having due regard to their performance and ability to continue to contribute to the Board in the light of the skills, knowledge and experience required.
- Continuing Education Programmes for Directors
- To orient and educate new Directors as to the nature of the business, current issues within the Company and the corporate strategy, the expectations of the Company concerning input from the Directors and the general responsibilities of Directors; and
- To review and make recommendations to the Board in relation to the training and development programme for Directors and to ensure that Directors have access to appropriate training and development opportunities that support the work of Directors and the Board.
- Remuneration and Fees
- To study and propose to the Board the various forms of remuneration and fees appropriate for the Directors;
- To determine and recommend to the Board the framework or broad policy for remuneration package of the Senior Management;
- To establish a formal and transparent procedure for developing policy on the total individual remuneration package of the Senior Management including, where appropriate, bonuses, incentives and share options and share grant;
- To design the remuneration package for the Senior Management with the aim of attracting and retaining high-calibre Senior Management who will deliver success for Shareholders and high standards of services for stakeholders, while taking into consideration the business environment in which the GROUP operates. Once formulated, to recommend to the Board for approval;
- To review and recommend to the Board any improvement on the Senior Management remuneration policy and package and any other issues relating to benefits for the Senior Management on an annual basis;
- To consider and recommend to the Board the various terms of engagement to be included in any Contract of Service between the Company, and the Senior Management;
- To review any major changes in employee benefit structures throughout the GROUP, and if deemed fit, to recommend to the Board for adoption; and
- To review and recommend to the Board for adoption of the framework for the GROUP's annual incentive scheme. The framework for the annual incentive scheme may include:-
- Merit increment;
- Merit bonus; and
- Retention and reward incentives.